0001209191-23-027092.txt : 20230503
0001209191-23-027092.hdr.sgml : 20230503
20230503173121
ACCESSION NUMBER: 0001209191-23-027092
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230501
FILED AS OF DATE: 20230503
DATE AS OF CHANGE: 20230503
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SEIFERT THOMAS J
CENTRAL INDEX KEY: 0001473289
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39039
FILM NUMBER: 23885558
MAIL ADDRESS:
STREET 1: 101 TOWNSEND STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cloudflare, Inc.
CENTRAL INDEX KEY: 0001477333
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 270805829
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 101 TOWNSEND ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: 888.993.5273
MAIL ADDRESS:
STREET 1: 101 TOWNSEND ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
FORMER COMPANY:
FORMER CONFORMED NAME: CloudFlare, Inc.
DATE OF NAME CHANGE: 20091120
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-05-01
0
0001477333
Cloudflare, Inc.
NET
0001473289
SEIFERT THOMAS J
C/O CLOUDFLARE, INC.
405 COMAL STREET
AUSTIN
TX
78702
0
1
0
0
Chief Financial Officer
0
Performance Stock Option (right to buy)
105.56
2023-05-01
4
D
0
555000
D
2032-02-13
Class A Common Stock
555000
0
D
Performance Stock Option (right to buy)
44.72
2023-05-01
4
A
0
555000
A
2032-02-13
Class A Common Stock
555000
555000
D
The two reported transactions involve an amendment to an outstanding Performance Stock Option ("PSO") originally granted on February 14, 2022 (the "2022 PSO"). For Section 16 reporting purposes only, this amendment results in the cancellation of the 2022 PSO and the grant of a replacement PSO (the "2023 PSO").
The shares subject to the 2022 PSO are comprised of eight separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $979.00 (the "Stock Price Goals") at any time within ten years of February 14, 2022. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. The 2022 PSO is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.
The shares subject to the 2023 PSO are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $72.00 to $579.00 per share (the "2023 Stock Price Goals") at any time between May 1, 2023 and February 13, 2032. Upon satisfaction of a 2023 Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable 2023 Stock Price Goal for such tranche. The 2023 PSO is subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.
/s/ Lindsey Cochran, by power of attorney
2023-05-03